Brazil’s General Shopping gives early results, extends early tender date for 10% perpetual notes

By Rebecca Melvin

Concord, N.H., Jan. 19 – General Shopping e Outlets do Brasil SA’s wholly owned subsidiary, General Shopping Finance Ltd., announced early tender results for its Jan. 4 offer to purchase up to $40 million of the outstanding 10% perpetual notes (Cusip: 370835AB6), and the company also extended the early tender deadline to Feb. 1, according to a news release on Wednesday.

As of 5 p.m. ET on Jan. 18, $17,507,000 of notes representing 15.2% of the principal amount of notes outstanding, had been tendered. The early tender date was extended to 11:59 p.m. ET on Feb. 1, which marks the end of the offer.

The withdrawal deadline expired, and holders of the notes may no longer validly withdraw the notes tendered.

There are $115.9 million of the notes outstanding.

The total purchase price will be $800 for each $1,000 principal amount of notes, which includes the $30 per note early tender premium.

The company will also pay accrued interest to but excluding the settlement date, which is expected to occur shortly after completion of the offer.

General Shopping also announced that on Jan. 17 certain holders of its 12% perpetual subordinated fixed-to-floating rate notes issued by General Shopping Investments Ltd. on March 20, 2012, and guaranteed by General Shopping and certain of its subsidiaries, filed a petition before lower courts of the City of Sao Paulo seeking an injunction in relation to the offer against General Shopping, GSIL and the subsidiary guarantors under the 2012 notes, with interest deferral option.

On Jan. 17, the Brazilian Lower Court gave General Shopping 72 hours to file an answer prior to ruling on the plaintiffs' petition. General Shopping said it intends to defend itself vigorously against the allegations set forth in the petition.

Itau BBA USA Securities, Inc. (888 770-4828 or 212 710-6749) is the dealer manager of the tender offer.

D.F. King & Co., Inc. (212 269-5550 or 800 659-5550) is the tender and information agent.

General Shopping is based in Sao Paulo and operates shopping malls.

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